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Board Resolution for Change of Place of Books of Accounts
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Registered Office: ________________
Email: ________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company at ________________
SUBJECT: CHANGE OF PLACE FOR KEEPING THE BOOKS OF ACCOUNTS
"RESOLVED THAT pursuant to the provisions of Section 128 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and the rules made thereunder, the consent of the Board of Directors of the Company be and is hereby accorded for keeping the Books of Accounts of the Company, required to be maintained under the Companies Act, 2013, at the following address:
New Address for Books of Accounts:
________________________________________________________________________________
with effect from ________________.
RESOLVED FURTHER THAT if the new place for keeping the books of accounts is situated in a city, town, or village other than where the registered office of the Company is situated, Form AOC-5 be filed with the Registrar of Companies within the prescribed time to intimate the change in the place of keeping the books of accounts.
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to:
- Sign, execute, and deliver all necessary documents and forms;
- File Form AOC-5 and any other requisite e-forms with the Registrar of Companies;
- Update the records with banks, statutory authorities, and other stakeholders;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
For ________________
Signature: _________________________
Name:
Designation:
DIN:
Place:
Date:
Board Resolution for Change of Place of Books of Accounts
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Change of Place of Books of Accounts is a formal corporate document that records the decision of the Board of Directors to change the location where the company’s books of accounts and financial records are maintained. Under the Companies Act, 2013, every company is required to maintain proper books of accounts at its registered office or at such other place in India as may be decided by the Board.
When the Board decides to keep the books of accounts at a place other than the registered office, approval through a board resolution is mandatory. The resolution must clearly specify the complete address of the new location. If the new place is outside the city, town, or village where the registered office is situated, the company is required to file Form AOC-5 with the Registrar of Companies within seven days of passing the resolution.
Benefits of Using a Standard Format
Using a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are properly addressed. A standard format saves time, reduces the risk of procedural errors, and provides a clear framework for documenting important Board decisions.
Standardised formats also facilitate smoother ROC filings, ensure proper record-keeping, and support consistent corporate compliance practices.
Relevance to Statutory Compliance
After Company Registration, books of accounts must be maintained at the registered office unless the Board resolves otherwise. If the books are kept at a different location in another city, filing Form AOC-5 with the ROC becomes mandatory.
Banks, statutory authorities, and other stakeholders may also require a copy of this resolution for updating their records. Proper maintenance of books of accounts is essential for GST Registration compliance and accurate statutory filings.
Board Resolution for Change of Place of Books of Accounts – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on __.__.______ at ______ (Hours) at the Registered Office of the Company situated at ________________________
SUBJECT: Change of Place for Keeping the Books of Accounts
RESOLVED THAT pursuant to the provisions of Section 128 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the consent of the Board of Directors of the Company be and is hereby accorded for keeping the Books of Accounts of the Company at the following address:
New Address for Books of Accounts:
________________________________________________
________________________________________________
with effect from the date of this resolution.
RESOLVED FURTHER THAT if the new place for keeping the books of accounts is situated in a city, town, or village other than where the registered office of the Company is situated, Form AOC-5 be filed with the Registrar of Companies within the prescribed time to intimate the change.
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to sign, execute, and file Form AOC-5 and other necessary documents, update records with banks and statutory authorities, and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.
CERTIFIED TRUE COPY
For _______________________________ (Company Name)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. Can this board resolution be passed without a board meeting?
Generally, this resolution should be passed at a duly convened board meeting (physical or virtual). However, if permitted by the Articles of Association, it may be passed by circulation in accordance with the Companies Act, 2013.
2. Who can be an authorised signatory?
Any director of the company may be authorised to sign and certify the board resolution. The company secretary, if appointed, may also certify the true copy of the resolution.
3. Is there a prescribed statutory format?
No specific statutory format is prescribed. However, the resolution must clearly mention the new address, applicable legal provisions, effective date, and authorisation for necessary filings.
4. Is professional certification mandatory?
Professional certification is not mandatory for the resolution itself. However, Form AOC-5 filing may require certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant.
5. Who can certify the resolution for bank purposes?
Any director or the company secretary can certify the board resolution for submission to banks. Banks may have additional documentation requirements.